Registration No. 333-67469 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- Post-Effective Amendment No. 1 To FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 RADYNE COMSTREAM INC. (Exact name of registrant as specified in its charter) New York (State or other jurisdiction of incorporation or organization) 11-2569467 (I.R.S. Employer Identification No.) 3138 E. Elwood Street Phoenix, Arizona 85034 (Address of Principal Executive offices) 1996 Incentive Stock Option Plan (Full title of the plan) John B. Wade, III, Esq. Dorsey & Whitney LLP 250 Park Avenue New York, New York 10177 (212) 415-9200 (Name, Address and Telephone Number of Agent for Service) This Post-Effective Amendment to the Registration Statement shall become effective immediately upon filing as provided in Rule 464 under the Securities Act of 1933. 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Explanatory Note The purpose of this Amendment is to amend the Exhibit Index and add Exhibits 4.1 and 4.2. Item 8. Exhibits. See the Exhibit Index on page II-4 of this Registration Statement. II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona, on May 4, 1999. RADYNE COMSTREAM INC. By: /s/ ROBERT C. FITTING -------------------------------- Robert C. Fitting President Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date - --------- ----- ---- /s/ ROBERT C. FITTING President, Chief May 4, 1999 - ------------------------ Executive Officer, Robert C. Fitting Director II-2 /s/ GARRY D. KLINE Vice President - Finance May 4, 1999 - -------------------------- (Principal Financial and Garry D. Kline Accounting Officer) /s/ LIM MING SEONG* Chairman of the May 4, 1999 - -------------------------- Board of Directors Lim Ming Seong /s/ LEE YIP LOI * Director May 4, 1999 - -------------------------- Lee Yip Loi /s/ CHAN WEE PIAK* Director May 4, 1999 - -------------------------- Chan Wee Piak /s/ ROBERT A. GRIMES* Director May 4, 1999 - -------------------------- Robert A. Grimes /s/ DENNIS ELLIOTT* Director May 4, 1999 - -------------------------- Dennis Elliott * By: /s/ Robert C. Fitting -------------------------- Robert C. Fitting Attorney-in-Fact II-3 EXHIBIT INDEX Exhibit No. 4.0 - Amendment No. 1 to Registrant's 1996 Incentive Stock Option Plan, including forms of option agreements.* 4.1 - Amendment No. 2 to Registrant's 1996 Incentive Stock Option Plan. 4.2 - Amendment No. 3 to Registrant's 1996 Incentive Stock Option Plan. 5 - Opinion of Dorsey & Whitney LLP* 24.a - Consent of Dorsey & Whitney LLP (included in Exhibit 5)*. 24.b - Consent of Deloitte & Touche LLP* * Previously filed II-4